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ANNUAL FINANCIAL REPORT 



AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2023




Prepared according to IAS/IFRS

(This report has been translated into the English language from the original which was issued in Italian)

  1. TABLE OF CONTENTS


1.     GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2023

2.     DIRECTORS' REPORT ON OPERATIONS

2.1.     Introduction

2.2.     Group organization

2.3.     Information about the profitability of the Group

2.3.1.     Revenues

2.3.2.     EBITDA

2.3.3.     Operating income (EBIT)

2.3.4.     Net income

2.4.     Information about the financial resources of the Group

2.4.1.     Current and non-current indebtedness

2.4.2.     Cash flow analysis

2.4.3.     Composition and changes in net working capital

2.5.     Table of reconciliation of the consolidated net income and equity with the Issuer's data

2.6.     Research and development

2.7.     Own shares

2.8.     Report on corporate governance

2.9.     Non-financial report ex Legislative Decree n. 254/2016

2.10.     Shareholdings of the members of the governing and controlling bodies, general managers and managers with strategic responsibilities

2.11.     Evolution of the Italian residential mortgage market

2.12.     Foreseeable evolution

2.12.1.     Broking Division

2.12.2.     BPO Division

2.13.     Other information

2.13.1.     Offices

2.13.3.     Risk management

2.13.4.     Information concerning environment and human resources

2.14.     Net income allocation and dividend distribution proposal

3.     CONSOLIDATED ANNUAL REPORT AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2023

3.1.     Financial statements

3.1.1.     Consolidated statement of financial position

3.1.2.     Consolidated income statement

3.1.3.     Consolidated comprehensive income statement

     Consolidated statement of cash flows

3.1.4.

3.1.5.     Consolidated statement of changes in shareholders' equity

3.2.     Notes to the consolidated financial statements

4.     ANNUAL REPORT AS OF AND FOR YEAR ENDED DECEMBER 31, 2023

4.1.     Financial statements

4.1.1.     Statement of financial position

4.1.2.     Income statement

4.1.3.     Comprehensive income statement

Statement of cash flows

4.1.4.     Statement of changes in shareholders' equity

4.2.     Explanatory notes to the financial statements (statutory financial report)

5.     REPORT ON CORPORATE GOVERNANCE AND COMPANY STRUCTURE

6.     REPORT OF THE BOARD OF STATUTORY AUDITORS

7.     REPORT OF THE INDEPENDENT AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS

8.     REPORT OF THE INDEPENDENT AUDITORS ON THE SEPARATED FINANCIAL STATEMENTS

9.     DECLARATION PURSUANT TO ART. 154-BIS PAR. 5 OF LEGISLATIVE DECREE 58/1998


  1. GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2023


BOARD OF DIRECTORS

Chairman     Marco Pescarmona (1) (3) (5) (7)

Chief Executive Officer     Alessandro Fracassi (2) (3) (5)

Directors     Matteo De Brabant

     Fausto Boni

     Klaus Gummerer (4) (6)

     Guido Crespi (4)

     Giulia Bianchi Frangipane (4)

     Camilla Cionini Visani (4)

     Maria Chiara Franceschetti (4)

     Stefania Santarelli (4)


BOARD OF STATUTORY AUDITORS

Chairman     Cristian Novello (8)

Active Statutory Auditors     Paolo Burlando

     Francesca Masotti

Substitute Statutory Auditors     Filippo Colonna

     Barbara Premoli


INDEPENDENT AUDITORS     EY S.p.A.     


COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee     

Chairman     Giulia Bianchi Frangipane

     Camilla Cionini Visani 

     Klaus Gummerer 


Remuneration and Share Incentive Committee

Chairman     Guido Crespi

     Stefania Santarelli 

     Matteo De Brabant

Committee for Transactions with Related Parties

Chairman     Maria Chiara Franceschetti 

     Giulia Bianchi Frangipane 

     Klaus Gummerer




  1. The Chairman is the Company's legal representative.

  2. The Chief Executive Officer legally represents the Company, disjointly from the Chairman, within the limits of the delegated powers.

  3. Executive Director.

  4. Independent non-executive Director.

  5. Holds executive offices in some Group companies.

  6. Lead Independent Director.

  7. Executive Director in charge of overseeing the Internal Control System.

  8. In charge since April 28, 2023













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DIRECTORS' REPORT ON OPERATIONS  



FINANCIAL YEAR ENDED DECEMBER 31, 2023


  1. DIRECTORS' REPORT ON OPERATIONS

    1. Introduction

  1. Gruppo MutuiOnline S.p.A. (the "Company" or the "Issuer") is the holding company of a group of firms (the "Group") with an important position - through the entities of its "Broking Division" - in the Italian market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utility providers (main websites www.mutuionline.it, www.prestitionline.it, www.segugio.it, www.trovaprezzi.it and www.sostariffe.it) and - through the companies of its "BPO Division" - in the Italian market for the provision of complex business process outsourcing services for the financial sector. Since February 2023, following the acquisition described below, the Broking Division also has a significant position in the Spanish (www.rastreator.com), French (www.lelynx.fr) and Mexican (www.rastreator.mx) markets for the online comparison and intermediation mainly of insurance products.

  2. In the following sections, we illustrate the main aspects regarding the operations during the past financial year and the current economic and financial structure of the Group.

  1. The structure of the Group and its Divisions is shown schematically in the following diagrams, in which all participations are 100% owned, except those for which a different percentage is indicated.

Group structure

Broking Division:

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BPO Division:

  1. Picture 3

Compared with the composition of the Group as of December 31, 2022, the following changes occurred:

  1. Broking Division

  2. The Broking Division operates in the online comparison and intermediation of products and services in Italy (main market), Spain, France and Mexico.

  3. The activities carried out by our Broking Division are organized mainly into the following business lines: 

  1. Credit Broking: broking of mortgage loans and consumer loans products in Italy, mainly through the online channel (www.mutuionline.it and www.prestitionline.it websites); 

  2. Insurance Broking: online broking of insurance products in Italy, mainly motor third party liability and other motor insurance products (www.cercassicurazioni.it  website);

  3. E-Commerce Price Comparison: comparison and promotion of e-commerce operators in Italy (www.trovaprezzi.it website);

  4. Telco & Energy Comparison: comparison and promotion of telecommunications and energy services (www.sostariffe.it website);

  5. International Markets: online comparison and brokerage of mainly insurance products in Spain (www.rastreator.com website), France (www.lelynx.fr website) and Mexico (www.rastreator.mx website).

  1. The activity of the Broking Division is also carried out under the "Segugio.it" brand (www.segugio.it website), which operates as a multibrand aggregator for insurance, credit, telecommunications and energy products. Each section of the website is however managed by the product companies of the Group and the related revenues are reported within the above mentioned business lines.

  2. Besides, subsidiary Innovazione Finanziaria SIM S.p.A. - authorized to professionally perform placement services to the public without underwriting or warranties pursuant to article 1, comma 5, letter c-bis) of Legislative Decree no. 58 of February 24, 1998 - manages, by means of website www.fondionline.it, an on-line mutual fund supermarket for Italian clients. 

  3. BPO Division

  4. The BPO (acronym of Business Process Outsourcing) Division provides outsourcing and IT services mainly to the benefit of financial institutions operating on the Italian market, with a high level of specialization in its reference verticals. The BPO Division also offers a set of proprietary information technology solutions to client companies in its business areas.

  5. The activities carried out by the BPO Division are divided into the following business lines, based on the type of service offered and/or underlying product:

  1. Mortgage BPO: provides remote loan sales and packaging and mortgage underwriting and closing services; this business line includes notary support services;

  2. Real Estate Services BPO: offers real estate appraisal services and technical real estate services for operators in the financial sector and debt collection;

  3. Loans BPO: provides application processing and portfolio management services for salary/pension guaranteed loans, and for business loans to companies, also assisted by a guarantee from the State;

  4. Insurance BPO: provides management and claim settlement outsourcing services;

  5. Investment services BPO: provides complete operational service solutions and technology platforms to investment and asset management companies;

  6. Leasing & Rental BPO/IT: provides BPO services and IT core solutions for leasing and long-term rental operators.

  1. In the following paragraph we describe the main factors affecting the results of the operations of the Group for the year ended December 31, 2023. The income statement and the cash flow data for the year ended December 31, 2023 are taken from the consolidated annual report prepared according to the international accounting standards approved by the European Union and are compared with the same data for the year ended December 31, 2022.

  2. The following table shows the consolidated income statements of the Group for the years ended December 31, 2023 and 2022, together with the percentage weight of each item on the Group revenues.

  3. Picture 10